🧾 What This Document Is

This is RXO's official proxy statement, a document required by the SEC before a company's annual shareholder meeting. Think of it as the detailed playbook and ballot for the upcoming virtual annual meeting on May 12, 2026. It tells you what's being voted on, introduces the board of directors, explains how the company is governed, and discloses executive pay. Its purpose is to give shareholders the information they need to vote.

🏢 What The Company Does

In simple terms, RXO is a technology-powered logistics company. They don't own trucks; instead, they act as a giant digital matchmaker. They connect businesses that need to ship goods (shippers) with a vast network of independent trucking companies (carriers) using their proprietary technology platform. Their main services are:

• Brokerage: The core business of matching shippers and carriers.
• Managed Transportation: Providing a full-service logistics department for other companies.
• Last Mile: Delivering big, bulky items like furniture and appliances directly to consumers' homes.

👉 They are now the third-largest provider of brokered freight in North America, especially after acquiring Coyote Logistics in 2025.

📊 2025 Performance & Strategy

The filing highlights that 2025 was a transformative year focused on integrating the Coyote acquisition and cutting costs during a tough "freight recession."

• Cost Cutting: They achieved over $155 million in annualized savings from post-spin costs, acquisition synergies, and a new 2025 initiative.
• Growth Signals: Despite a soft market, they report growing sales pipelines, with a >50% year-over-year increase in late-stage brokerage sales leads in Q4. They also won over $350 million in new "Managed Transportation" business to run for clients.
• Future Focus: They are strategically investing in Artificial Intelligence (AI) to improve volume, margin, productivity, and service.

👥 Board of Directors & Governance

The company is highlighting its strong governance structure as a key selling point to shareholders.

• Board Composition: The board has 8 director nominees, 7 of whom are independent. There's a lead independent director (Michelle Nettles) and an independent vice chairman (Mary Kissel) to ensure robust oversight.
• Key Skill Sets: The board table shows directors bring expertise in operations, finance, risk management, M&A, and the transportation industry.
• Meeting Attendance: A perfect 100% attendance record at all board and committee meetings in 2025.
• Director Pay: In 2025, non-employee directors earned between $263,324 and $308,324 in total compensation, combining cash retainers and stock awards.

📦 Proposals for Your Vote

Shareholders are being asked to vote on four key items. The board recommends voting FOR on all of them.

Proposal 1: Elect Directors 👉 Vote FOR all eight nominees for a one-year term. This includes CEO Drew Wilkerson and the seven independent directors listed above.

Proposal 2: Ratify Auditors 👉 Vote FOR appointing Deloitte & Touche LLP as the independent accounting firm for 2026. This is a standard annual approval.

Proposal 3: Increase Incentive Plan Shares 👉 Vote FOR amending the "2022 Omnibus Incentive Compensation Plan" to increase the number of shares available for employee awards (like stock options). This is necessary to continue attracting and retaining talent.

Proposal 4: Advisory Vote on Executive Pay ("Say-on-Pay") 👉 Vote FOR an advisory, non-binding vote approving the compensation of the named executive officers. This is an annual shareholder feedback mechanism on the pay-for-performance philosophy.

🔮 What's Next & Big Picture

• The Freight Market: The entire company narrative is built on the expectation that the soft freight market will eventually "turn" or recover. Their 2025 actions—cutting costs and growing sales pipelines—are meant to position them to benefit strongly from a rebound.
• Strategic Integration: With the Coyote acquisition integration "substantially complete," their focus shifts to proving they can achieve the promised scale and operating leverage.
• Technological Edge: They consistently emphasize their proprietary technology platform (RXO Connect®) as their key competitive advantage in efficiency and customer service.

👍 Strengths: Transformed scale, disciplined cost structure, growing commercial pipelines, strong corporate governance, and tech-driven model.

⚠️ Risks: Heavily dependent on a freight market recovery, integration risks from large acquisitions, and competitive pressure in the brokerage industry.

🧠 The Analogy

RXO is like a massive digital stock exchange, but for shipping capacity. They don't own the "stocks" (the trucks); they own the faster, smarter trading platform (their technology) that matches buyers (shippers) with sellers (carriers) more efficiently than anyone else, especially now that they've merged with another major exchange (Coyote Logistics). Their bet is that their superior platform will win when trading volume (freight demand) picks back up.

📇 Key Contacts & People

• Drew Wilkerson: Chairman of the Board & Chief Executive Officer
• Michelle Nettles: Lead Independent Director
• Mary Kissel: Vice Chairman
• Thomas Szlosek: Chair of the Audit Committee
• Adrian Kingshott: Chair of the Compensation Committee
• Jeff Firestone: Corporate Secretary
  • Address: 11215 North Community House Road, Charlotte, North Carolina 28277
• Investor Relations Email: [email protected]

🧩 Final Takeaway

This proxy statement sets the stage for a pivotal year for RXO. Having completed a major acquisition and cut costs, management is now asking shareholders to approve their pay and plan as they wait for the freight market to recover, betting that their increased scale and technology will deliver the next wave of growth.